Loosening Up
by MillyAshfordFan
Summary: How is a frigid, virginal boy like Lelouch Lamperouge supposed to loosen up enough to have sex with a gorgeous older woman like Milly Ashford?  Simple: with a little bit of liquid courage and some "advice" from a certain witch.


**Loosening Up**

**Warning(s): Explicit M/F**

**Disclaimer: Don't own Code Geass**

* * *

><p>The clubhouse was out of the question, so they typically went to her dorm. It was sizeable, and she didn't share it with anyone—one of the perks of being the headmaster's granddaughter Lelouch supposed.<p>

The first time they kissed, Lelouch wasn't sure where to put his hands, so he let them hang at his sides awkwardly. Milly was the one who placed them on her waist, her smile somewhere between a smirk and sincerity.

The kissing part was even trickier. _Especially_ open mouth kissing. When she had first tried to coax his tongue out with hers, he had sort of frozen up. For a few moments, it was like Milly was frenching a statue, and then finally—_finally_—Lelouch realized that he _wasn't_ actually paralyzed and that he actually _had_ command of his body, so he kissed back.

Her eyelids slipped shut, but he kept his open, studying her face to make sure he wasn't doing anything horribly wrong. She seemed content, relaxed, and then...

...her eyes snapped open, and she winked at him.

This resulted in Lelouch flailing, losing his footing, and falling down on his ass. His cheeks burning, his ass stinging, and his pride all but disintegrated, Lelouch somehow managed to look up and meet her eyes.

Surprisingly, she wasn't smirking or attempting to stifle a giggle. Milly merely smiled and offered him her hand.

Lelouch managed a weak smile in return. The fact that she wasn't laughing in his face alleviated his present death wish to some extent.

He accepted her hand and stood up. Milly only continued to smile as she led him to the kitchen.

And they spent the rest of the night baking cookies.

* * *

><p>Second time: Although Lelouch managed not to fall down during the act of making out, he <em>still <em>managed to make an ass of himself.

The problem? He gained a smidgeon of confidence.

He somehow came under the impression that he actually _knew _what he was doing with his tongue, so he began to kiss back more passionately. Needless to say, the results were not pretty.

When he pulled back, _Milly's_ face was covered with _his _slobber.

Lelouch's eyes widened, his face flushing. He couldn't believe this. He was like some kind of horny dog that salivated on people.

She had to be disgusted with him. _Any_ person in their right mind would be disgusted with him.

Surprisingly, she was not.

Milly giggled and said, "Maybe a little less tongue next time."

Lelouch coughed. "Um, I think I have a canker sore," he said. "In my mouth." _(Smooth.)_ "I, uh, think that's what caused me to, you know..." _(Blatant! Lies!)_ "I think I'm going to go, uh, take care of it." _(Read: huddle up in SHAME.)_

She nodded with one eyebrow raised. "Alright," she said. "You go do that."

And Lelouch didn't care that she could see right through his falsities. He had to get away.

* * *

><p>Third time: definitely <em>not<em> a charm.

Things started out well enough. They were seated on Milly's bed with Lelouch's arms wrapped around her waist as her fingers ran through his hair. She began to scoot closer to him, placing one of her hands on his cheek.

When the other hand slipped underneath his shirt, Lelouch's eyes shocked open, but he kept quiet as she explored his abdomen, her fingers rubbing small circles on his skin. Soon enough, the hand began to move higher, edging toward his chest.

When she brushed against his nipple, Lelouch stifled a gasp, and his grip on her tightened. Milly's touches were warm and feather light, and she pinched lightly, gently, and Lelouch was unable to restrain his moan.

Immediately, he pulled back, his cheeks bright red and a question mark practically written across his face.

"The nipples are an erogenous spot for a lot of men," Milly said with a grin.

Suddenly, Milly removed her hand out from under Lelouch's shirt and took a hold of _his_ hand, placing it on her breast.

He instantly recoiled, snatching back his hand as if it had just touched molten lava.

Milly frowned, her expression one of confusion. Lelouch opened his mouth, but no words came out.

"…"

"…"

"…"

"…"

"Well," Milly said, forcing a smile. "I just bought a new chessboard. Do you want to play?"

Lelouch nodded. He would like that very much.

* * *

><p>Fourth time: it ended in disaster.<p>

Milly kept her hands off of Lelouch's chest as she kissed him, but her knee began to rub circles on his inner thigh.

When her knee began to rub against his crotch, it felt weird, but he managed to maintain his composure.

Milly's hands ran down his back, and it felt nice. _Really _nice. Her knee rubbed a bit harder, and that didn't feel so bad, either. No, not bad at all.

In fact, he was starting to get used to it. He felt rather warm, rather content, and then Milly pulled back with a smile.

"My, my," she said, eyes directed toward his nether regions, "look who came out to play."

Lelouch followed her gaze and let out an extremely unmanly yelp once he noticed the prominent bulge. Milly licked her lips.

"Do you want me to take care of it?" she asked, leaning forward, voice sultry and (frighteningly) sexy. Before Lelouch had a chance to respond, she was reaching forward and…

…he jumped up.

Lelouch began to splutter. He spluttered about homework he had forgotten about and now had to do _right this minute_. Yes, he had to study for Chem—_Calculus!_ He better take care of that because he didn't want to get chewed out by his teacher again for the umpteenth time. Ha. Ha. Well, he had better get going!

Lelouch spluttered excuses. He spluttered apologies.

And he spluttered a good-bye as he shot out the door, leaving a bewildered Milly Ashford in his wake.

* * *

><p>Lelouch's hands were folded over his mouth, every muscle in his body tense as his eyes bored holes into the computer screen in front of him. His eyebrows were knit together in concentration; his lips were pursed from the sheer intensity of his focus. He analyzed the data in front of him, taking in every miniscule detail, every tiny nuance.<p>

"Oh, God! Yes! Harder, baby! _Harder!_"

Lelouch Lamperouge was watching a porno.

Of course, this hadn't been his first choice. In fact, it was more along the lines of a final resort. Lelouch would never have sullied himself by watching such filth if not for the fact that he had 1) clearly run out of options and 2) was—to put it in generous terms—somewhat desperate.

He had been with Milly for a while now, and they had only gone as far as second base. (Lelouch counted the time he touched her clothed breast for the entirety of a millisecond). Whenever she made advances, Lelouch either 1) froze up or 2) failed epically, and so it became evident that some sort of change was necessary.

Naturally, Lelouch blamed his blunders on his lack of romantic experience. While he was certain Milly had dated at least a few boys before him, she was his first _real_ girlfriend. Also, Lelouch suspected that she had engaged in sexual intercourse before, and he was still very much a virgin.

Briefly, Lelouch had considered going to Suzaku for advice, but he knew that the other boy would probably just smile that stupid, sappy smile of his and say something stupid and sappy like, "It shouldn't matter if she really cares about you." Pfft. That was easy for _him _to say. With his superhuman strength, agility, and stamina, it basically went without saying that he would be great in bed.

…Not that Lelouch speculated on Suzaku's potential sexual prowess or anything weird like that.

Even more briefly, Lelouch had considered seeking Rivalz's counsel, but he knew that wouldn't be much help, either. For one thing, Rivalz was still kind of sensitive to the fact that Lelouch and Milly were dating, and Lelouch didn't want it to seem like he was rubbing it in his face. For another, while Rivalz might talk big, Lelouch doubted he was much more experienced than himself.

Anyway, that was the reason why Lelouch was currently taking mental notes on the way a muscular man was thrusting into a dewy-eyed woman with large breasts.

"What are you watching?"

Lelouch's eyes widened at the sound of that familiar monotone, and he desperately tried to exit out of the video. But no. Fate clearly detested him. The pinwheel of death appeared on his screen, and he could hear C.C. taking a stand beside him.

Silence. Lelouch did not look behind him. His gaze was trained on his frozen computer screen, which currently displayed a close-up shot of a woman's, erm, derrière.

"I never knew you were into this sort of thing."

A blush was rising to Lelouch's cheeks. "I'm not," he stated, attempting (unsuccessfully) to keep his voice even.

Suddenly, C.C. leaned forward, her face inches away from the computer screen. Lelouch was about to protest when she made a noise of surprise.

"Interesting," C.C. said.

Lelouch swallowed. "What?"

"That man looks familiar."

Lelouch raised an eyebrow. "You can't even see his face," he said.

"I know."

"…"

"…"

"…"

C.C. turned around so she was face to face with Lelouch. While she wore her usual apathetic mask, Lelouch could detect the hidden amusement underneath.

"Does this have anything to do with that girl?" she asked, folding her arms across her chest.

Lelouch feigned ignorance. "What girl?"

C.C. raised an eyebrow, giving her classic "you're not fooling anyone—least of all me—so don't even bother trying" look. "The president of that student council you're a part of," she said. "Her name starts with an "m", doesn't it?"

"Milly?"

C.C. nodded.

Lelouch frowned. There was no point in trying to hide it anymore.

"I can't get a read on her," he admitted, rubbing his hands over his face. "I have no idea what my next move should be."

"You could always take out your chessboard and start shifting the pieces around. That usually helps."

Lelouch blinked. "_What?_"

"Don't pretend like you don't do that whenever you're planning something with the Black Knights," she said. Lelouch shot her a glare, but she merely continued in that detached tone of hers. "Also, if worst comes to worst, you could always use your Geass."

"My Geass?" Lelouch's eyebrows furrowed. "How would that help?"

C.C. shrugged. "You have the ability to compel anyone to do whatever your heart desires," she said. "In this case, you could command this girl to forget that you lasted for a mere thirty seconds."

"That's enough!" Lelouch slammed his hands down on the computer desk; C.C. didn't even bat an eye. "You need to leave my room at once. I have business to attend to."

As soon as the words left Lelouch's mouth, the underlying innuendo that went along with them sunk in as well. He could feel his cheeks heating up, and he expected more torments from the witch, but she merely nodded in assent.

"Alright," she said. "But, as a word of advice, that might not be the best position."

She was gesturing toward the frozen computer screen. Lelouch was curious as to what she meant by that, but he had to hold his tongue. He wasn't going to give her the satisfaction. No way in hell. Besides, just because she was older and more experienced didn't necessarily mean that—

"What do you mean?" Lelouch asked.

"A woman likes to be able to gaze into the depths of a man's eyes as they make love." C.C. cocked her head to the side, the hint of a smirk forming on her lips. "It's romantic, apparently."

She then proceeded to toss her hair and stroll out of the room.

It might have just been Lelouch's imagination, but her smirk seemed a little less smug as she walked away.

* * *

><p>Tonight was the night. <em>The <em>night.

Lelouch bought flowers for the occasion.

He was afraid Milly would consider roses cheesy and cliché, so he settled on tulips. Yellow tulips because they matched the color of her hair. In hindsight, that might have been even cornier.

His hand was shaking as he knocked on the door to her dorm. He could feel himself sweating under his clothes. Every part of his body seemed to itch. When the door opened, he had to restrain himself not to run away.

"Hello, Lelouch." Milly seemed surprised, but she smiled warmly. She was dressed casually as if she wasn't expecting company.

For a moment, Lelouch just stood there like a deer in headlights, eyes wide and arms straight at his sides.

Milly cocked her head to the side. "Um, Lelouch…?"

Thankfully, he snapped out of it. "These are for you," he said, breaking into a suave smile (read: lopsided grin) and handing (read: practically throwing) her the bouquet.

Milly accepted the flowers, her smile widening. "Thank you," she said, inspecting the tulips. "These are _very _pretty." She looked up. "You didn't happen to steal these out of the gardens, did you?"

Lelouch's eyes widened. "O-of course not!"

When Milly brought her hand to her mouth and giggled, Lelouch's eyes widened even more. When she finally noticed the expression on Lelouch's face, she brought her hand down.

"You're too cute," she said.

Lelouch continued to stare at her blankly.

"I was only joking!" She gave Lelouch a pat on the shoulder, and he laughed weakly. Oh, right. Joking. People did that to diffuse the tension.

…Not that there was any tension, of course.

"You should come in," Milly continued. "I just finished making dinner, and there's enough for two."

Before Lelouch could answer, she turned around and began to walk away. Lelouch swallowed, braced himself, and then followed in after her.

When Milly reached the kitchen, she fished a plate out of a cabinet, and then went over to a strainer by the sink and scooped out some pasta with a spoon. She drizzled on a generous amount of tomato sauce before handing the plate over to Lelouch.

"Parmesan?" Milly asked, holding out a grinder.

Lelouch shook his head, and Milly waltzed over to a small table where another plate was set. Milly seated herself, and Lelouch followed suit, setting his plate down.

"Well," Milly said, "dig in."

Lelouch nodded and began to take delicate bites out of his meal. In most cases, it would have been easy for him to strike up a conversation, but his mind was racing. What if he couldn't work up the nerve? No, he had to get over this. He couldn't go his entire life being completely frigid, and he sure as hell didn't want C.C. ridiculing him, either.

"Oh! I know what we're missing!"

Suddenly, Milly stood up, breaking Lelouch out of his trance. He watched warily as she disappeared into the kitchen and nearly jumped out of his seat when the lights dimmed.

"Found it~"

Lelouch felt his stomach drop when he saw what Milly was holding: it was a candle. A _lit_ candle. In other words, he and Milly were about to have a _candlelit _dinner. Even Lelouch knew that a candlelit dinner was a staple in any romance. Two people stared lovingly into each other's eyes, paying more attention to each other than their meals. Eventually, the candle was blown out, and the all-important question was posed: "Baby, would you like to come to my room for dessert?"

Oh, God. This was practically foreplay! He was not ready for this. Not ready at all. What was he thinking?

"You know, I've asked Shirley to help me cook before, but it's always ended in disaster. That poor thing will end up needing a husband who doubles as a housewife."

Lelouch looked up. Milly had sat back down in her seat, the candle illuminating her features. Her face seemed more vivid; her cheeks were rosier, her lips pinker, and her eyes bluer. She was beautiful.

And it terrified him.

Their eyes locked, and Lelouch's mouth felt dry. He couldn't look away. The corners of her mouth quirked up like she held a secret, and, suddenly, she was reaching across the table to lace her fingers in his.

"I appreciate you coming over," she whispered, leaning forward so the light hit her eyes and they shone star-bright. "It's nice having you here."

She squeezed his hand, continuing to gaze at him. Lelouch opened and closed his mouth like a fish out of water.

Then he said, "Would you mind passing the Parmesan?"

As soon as the words left Lelouch's mouth, he wanted to facepalm. Seriously? _Seriously?_ Do you mind passing the Parmesan? What the hell was wrong with him? Why was it that he could succeed at being Zero yet managed to screw up every romantic moment he had?

Milly only continued to smile. "Sure," she said, removing her hand from his and passing over the grinder. "Use as much as you'd like."

Lelouch could feel her watching him as he ground a small heap of Parmesan onto his pasta. He felt like she could see right through him—through his doubts and inadequacies, and he didn't want to look up, didn't want her to see…

What he needed was courage.

Courage. If only it came in a bottle, and he could drink it up, feel it coursing through him, emanating from him. Yes, courage. Liquid courage.

Suddenly, Lelouch's eyes widened. He set down the grinder and looked up. "Milly?"

"Yes?"

He cleared his throat. "Milly," he said, forcing his best impersonation of a cavalier smile, "would you happen to have any wine?"

For a split second, Milly's eyes widened almost imperceptibly, but then they narrowed into a slice of blue and a smirk crawled up her face. "You naughty boy," she said, slowly, elongating the syllables.

Lelouch swallowed a lump down his throat. "W-what do you mean?" he asked.

"What do _I _mean?" Her eyes widened to a comedic extent. "First the gambling and now drinking! What would Shirley say?" She leaned forward even more and wagged her index finger in his face. "And what would Nunnally think? Her big brother engaging in underage drinking!" Wag. Wag. A shake of the head. "You're a poor role model, Lelouch."

So much for courage. Lelouch swallowed and looked off to the side. "Forget I mentioned it," he said.

"Of course, I _could_ always keep your naughtiness a secret."

Lelouch turned back to face her. "You mean…"

"It's time you let loose a little," Milly said, finger still a-wagging, "and there's nothing wrong with having a little drink every now and then. It's therapeutic." She stood up. "Any preference?"

"Um, whatever you want is fine."

"Hmm…" Milly tapped her finger against her chin. "I think red would go with our dinner." She suddenly broke into a grin. "Oh, I know! Rivalz got me something a while ago. I'll go open that."

Milly gave Lelouch a wink and went off to the kitchen once again. When she returned, she was carrying two glasses and a bottle. She set the glasses down on the table and poured them nearly to the brim.

Lelouch picked his up, ready to down the damn thing, but he stopped when Milly clinked her glass against his.

"Salut," she said.

"Salut," Lelouch parroted. He took a large sip and pulled back with a frown. "Is this Zinfandel?" he asked.

"You're quite the connoisseur." Milly sighed wistfully. "From California. I'd like to go there someday. I hear it's nice and sunny." She took a sip of her wine, and Lelouch did the same. His glass was half-empty by now.

Although Lelouch's mother had allowed him to take sips of her wine as a child, he had never gotten hammered, plastered, shitfaced, smashed, tanked, sloshed, or juiced so he had no idea how high his tolerance for alcohol was. He was already beginning to feel the effects, though. He felt a little lightheaded, and there was a warm, tingling sensation coursing through his body. Still, he didn't feel all that courageous, so he began to drink faster.

"Lelouch?"

"Oh?" Lelouch blinked. "California? I agree. It's rather—"

"You already drank your entire glass."

Lelouch looked down. The glass was indeed drained.

"So I did," he said.

Milly giggled, and Lelouch thought he detected an edge to it, but that could have just been his imagination. "You're really going all out," she said. "Want some more?"

Lelouch nodded, and Milly poured more wine into his glass. He noted that it was less than before.

Even while making small talk, it didn't take Lelouch long to down his drink. He felt more lightheaded and tingly, but he still didn't feel particularly brave. He needed more. That was it.

However, when Lelouch reached for the bottle, Milly grabbed his arm.

She was smiling, but she looked somewhat concerned. "Don't you think two is enough?" she asked.

No. It wasn't. He was never going to be a Casanova, but he didn't want to be the male equivalent of an ice queen for the rest of his life. He needed courage—liquid courage.

Lelouch forced a smile. "I thought you said I should loosen up a bit," he said.

Maybe Milly detected the false bravado in his voice. Maybe she was starting to piece something together. Maybe that was why she frowned and said, "I didn't mean getting wasted."

Lelouch chuckled. It sounded hoarse and hollow to his ears. "I'm not planning on becoming inebriated. I just want to relax."

"You're not relaxed?"

Just like that it was over. She saw right through his façade.

It was like cold water had been thrown on him. He was paralyzed, immobile, and he wasn't entirely sure how long he spent gaping at her.

He snapped out of it when Milly reached out and touched his hand. Her expression was sincere, her blue eyes empathetic, and she spoke in a soft, comforting tone.

"Lelouch, you can tell me anything. I know I tease you from time to time, but I truly am looking out for you."

She meant what she said. Lelouch could tell that.

But still…

"It's embarrassing," he muttered. "If I tell you….do you promise not to laugh?"

She nodded. "I promise," she said.

"I need to loosen up."

He thought that was a sufficient enough explanation, but, from the way Milly's eyebrows furrowed in confusion, it apparently was not. Lelouch sighed. He really, _really_didn't want to have to elaborate.

"I'm sorry, but I don't—"

"I'm frigid." There. He had said it. He might as well keep motoring right along. "And I'm a virgin. Before you, no other girl has touched me. I have no idea what I'm doing. In fact, the idea of doing _anything_ with _anyone _terrifies me. Isn't that pathetic?" Lelouch laughed loudly and humorlessly; Milly's frown deepened.

"Lelouch, you're _not_ pathetic." She squeezed his hand. Lelouch stared at his tomato sauce, unable to meet her gaze.

"Lelouch, look at me."

Grudgingly, Lelouch looked up. To his surprise, Milly was smiling again. It was a small smile, but it was completely real, completely genuine. "I'm glad you told me this," she said. "I was afraid that you didn't actually like me."

Both of Lelouch's eyebrows shot up in surprise. "Why would you think that?"

"Whenever I tried anything, you…didn't respond." Her smile grew. "But now I know." She squeezed his hand once more. "We can take it slowly. I don't mind."

"I don't want to." Milly's eyes widened. Lelouch bit his lip. "Milly, I'm afraid I'll never be ready. That's why I want to…intoxicate myself."

"Lelouch, getting yourself drunk is only a temporary solution."

Lelouch nodded. "I know that. It's just…" He trailed off. "I want to do this with you."

For a while, it was completely silent. Milly seemed to be deep in thought.

Then she said, "Are you absolutely sure that you want to have sex with me?"

Lelouch nodded.

"And you honestly think that getting yourself drunk will help you relax?"

Lelouch nodded again.

Milly tapped a finger to her chin. "Well, I _guess_ we could try it out. _But_—" Her expression at once became serious "—if you become even the least bit uncomfortable, you need to ask me to stop, alright?"

Lelouch nodded. Milly poured him another glass.

* * *

><p>Milly's room was an uncomfortable reminder of how inept Lelouch was in all things sex related. Still, it wasn't so bad. Things were less in focus and some of the colors merged together which was somehow comforting.<p>

However, it was slightly frightening when Milly sat down on her bed and patted the space beside her. Lelouch hesitated for a while, but Milly was patient and waited, smiling that inimitable smile of hers as he deliberated.

When Lelouch finally lumbered over and took a seat, Milly did not immediately kiss him. Instead, she pushed a strand of hair out of his face and stroked his cheek. She pulled him into an embrace, burying her face in the crook of his neck.

"Are you wearing cologne?" she asked.

"Yes."

"It smells good." He could hear Milly inhale his scent, and it sent shivers down his spine. Lelouch's grip tightened around her, and she pulled back…

…only to lean in to kiss him on the lips.

Her mouth didn't part. The kiss was gentle and chaste and Lelouch kissed back, savoring the feeling of her lips. He had never noticed how soft they were before.

They stayed like that for a while, their lips locked and their arms wrapped around one another.

Lelouch was the one to deepen the kiss.

He wasn't sure if it was because of the alcohol or what Milly had said, but suddenly he didn't care as much about whether or not he made a fool out of himself. It didn't matter that he wasn't experienced or the greatest kisser. What mattered was Milly, and how he wanted to be closer to her, and how he wanted her to know that he wanted her.

If Lelouch fell down, it didn't matter. If Lelouch ended up slobbering, it didn't matter. If he got a hard-on, it also didn't matter. It didn't matter because he had this closeness and softness and he never wanted to let it go.

When Milly pulled back, her cheeks were flushed bright red, and her eyes were bluer than ever before. "Do you want to touch me?" she breathed.

"Yes…please."

She placed his hand on her breast, and he squeezed softly. It was nice and soft like the rest of her.

"Do you want to see them?" Milly asked, wearing a mischievous smile.

Lelouch blinked. "Who?"

"My boobs."

Lelouch blushed but nodded, and Milly lifted off her shirt to reveal her black, lacy bra. She placed both of his hands on her back.

Lelouch blinked owlishly. Milly winked.

_Oh._

At first, Lelouch attempted to pull it apart, but that was a fruitless endeavor. Then he remembered that these things had snaps. Or hooks. Something like that. He tried with all his might to unhook the bra, but it kept on getting stuck.

"This thing is infernal," Lelouch muttered.

Milly laughed softly and removed his hands, unhooking the bra herself. It fell off, and Lelouch could feel his face heating up.

_Beautiful. _So round and full. Lelouch reached out and squeezed one. It was too large to fit in his entire hand, but it was soft to the touch. When he brushed a finger over her nipple, she made a sort of keening noise, and Lelouch smiled.

"Feel good?" he asked.

"Yes," Milly said, leaning forward to kiss him on the nose, "but it's my turn now."

"...What?"

When Milly's hand shot up his shirt, Lelouch gave an unmanly yelp and flinched.

"I want to see _your _boobs," Milly whispered. That was probably the strangest thing Lelouch had heard all night, but the breathiness and sultriness in her voice somehow made it sexy. "There's no need to be embarrassed," she continued with a smirk. "I realize that not everyone is as well-endowed as me."

But Lelouch was embarrassed. He was all skin and bones. He didn't have any muscles or tone to him. All he had were too skinny arms and a too skinny chest. Nothing to be proud of.

But Milly didn't seem to mind when she pulled off his shirt. She kissed his shoulders and chest and ran gentle fingers up and down his abdomen.

"I think your skin is smoother than mine," Milly said.

She leaned down and pressed a kiss on his belly button as Lelouch pressed his fingers against her breast again. There was no way his skin could be smoother, he thought.

"Lelouch?" Milly was staring at him with those blue, blue eyes.

"Yes?"

"Do you want to go further?"

He nodded. "Yes."

She smiled. "Good."

Milly began to remove her skirt, revealing her shapely legs. When she was down only to her panties, she paused, looked up, shot Lelouch a wink, and then pulled them down in a flourish.

Three things happened: 1) Lelouch turned beet-red, 2) Milly licked her lips, and 3) she took his hand it placed it right next to her—

Okay. Okay. Lelouch swallowed. He had never seen a naked woman in person before—much less an incredibly attractive, voluptuous woman, but he could handle this. There wasn't much to it, right? The women in those videos started moaning fairly quickly—

Oh, who was he kidding? He had no idea where to start.

"Can you touch me?"

Milly's eyes were lustful, almost glazed in appearance. Lelouch swallowed once more.

"O-okay."

She spread her legs farther apart, and Lelouch took a deep breath.

Then, he brought his hand lower and parted the folds of skin.

In his hazy state of mind, Lelouch was unable to recollect anything from the diagrams of vaginas he had looked up on the Internet. He knew you were supposed to stimulate the clitoris, but he couldn't see anything, and _God _he was taking too long, wasn't he?

"Lelouch…a little lower…"

Lelouch moved his hand down. "Here?"

"No…higher…"

"Here?"

"Yes."

"…"

"…"

"…"

"Could you…rub?"

"Oh." Lelouch blinked. "Right. Sorry."

And he began to rub.

At first Lelouch was almost positive that he was doing something wrong because she was quiet, and she was supposed to be loud, right? He raked his brain, trying to think of something sensual or erotic he could do, but he was coming up blank.

Then she whimpered.

Taking that as reassurance, Lelouch began to rub harder. Milly's legs trembled and she fisted the bed's comforter.

"You've got…_ah!_...the hang of this. Just like...that."

Lelouch looked up to see Milly's eyelashes fluttering and her full, pink lips forming a perfect 'o'. It was mesmerizing to see her lose control like this. While she could be wacky at times, she tended to be quite poised. Now her normally styled blonde hair was mussed, her usually narrowed eyes wide and frenzied, and those smirking lips open and swollen and wet.

_"Ah!"_

Lelouch felt Milly spasm against his fingers. He watched her legs shake and her pupils dilate and those pretty lips emit one final moan.

Milly leaned her head on Lelouch's shoulder, and, for a while, it was silent.

"Lelouch?" Milly had a finger wrapped around a lock of his hair.

"Yes?"

"Why do you still have your pants on?"

"…What?"

"I'm just curious." Milly's lips quirked upward. "It looks rather uncomfortable."

Lelouch looked down to see his erection straining against his pants. He bit his lip.

"Remember, if you don't want to have sex," Milly said, snuggling against Lelouch's chest, "it's perfectly fine."

"No! I want to!"

"Someone's a little eager~"

Lelouch blushed, and Milly leaned in to kiss him on the lips. She unbuttoned his pants, and he stood up and—in spite of his drunkenness—pulled them off in record time.

"I like the underwear," Milly said.

Lelouch looked down, and his blush darkened. He was wearing his usual tight black briefs. He should have known to swap them for some boxers before he came over.

"I know," he muttered. "They're stupid."

"No!" Milly said, her tone emphatic. "They make your butt look great! Nice and round and smackable!"

She proceeded to prove her point by smacking Lelouch's ass, and he made an incredibly umasculine-sounding noise.

"But," Milly said, scooting herself backward and laying her head down on a pillow, "I bet you'd look even better without them."

Needless to say, the underwear was off in a second.

Lelouch crawled onto the bed so he was over Milly, and she smiled up at him.

Then…

"Wait!" Lelouch exclaimed. "Protection. We need protection!" He grabbed his pants off the floor and fumbled around for the condom and _where the hell was that thing? _He groped all of his pockets thoroughly, but it was nowhere in sight.

"Lelouch."

"I swear I had it when—"

"Lelouch."

"Just give me a second, and I'll—"

"Lelouch, you don't need a condom."

Lelouch's head snapped up. "…I don't?"

Milly shook her head. "I'm on the pill. I've been on it for a while."

"Oh."

He sat there awkwardly for a while.

"Are you sure you want to do this?" Milly asked.

"Yes! Of course!" He laughed nervously. Sex couldn't be that hard, right? Penis in vagina. That was all there was to it. People had been doing it for ages.

Lelouch crawled back over to Milly so he was over her once again. Face to face. She smiled up at him.

"…"

"…"

"Lelouch?"

"Yes?"

"Do you want me to lead?"

"…Yes."

Milly slid out from under Lelouch and gently pushed him down so their positions were reversed. When she placed a hand on his cock, he was unable to stifle his groan.

"Are you ready?" she asked, moving her hand teasingly up and down.

He nodded, and Milly removed her hand from his erection. At first he groaned from the loss of contact, but then she was sinking down, and it was _so, so_ warm, and he moaned with abandon.

"It's…_ah_…been a while," Milly breathed, wincing slightly

"_Ngh_," Lelouch answered coherently in reply.

When she thrust down, Lelouch thought he saw stars, and he reached out for something to grasp, something to hold onto…

Milly took his hands in hers.

She was gorgeous, her eyes wide with pleasure and her breasts bouncing every time she moved down. She squeezed his hands every time she moaned, mouth smiling and open, and Lelouch couldn't take his eyes off of her—the way her long eyelashes fluttered every now and then, the way her hair bounced off her shoulders, and the way her legs would occasionally flex and quiver involuntarily. He drank all of this in.

Lelouch could feel an orgasm building, and he was afraid it was seem too fast, too soon, and that he would look like he had no control.

"Milly…_nnn_…I have to—"

She placed a hand on his cheek. "Let go," she whispered.

And Lelouch did.

His cock pulsed, and he came, eyes locked with hers. Her eyes were full of many things—lust, acceptance, warmth, and patience, something maternal, maybe even love, and her hand stroked his cheek as he emptied himself inside of her.

Then it was over.

Milly lifted herself up, sliding out, and Lelouch's OCD suddenly kicked in. He winced. They should probably take a shower, shouldn't they?

But Milly didn't seem too concerned about that. She yawned rather loudly and curled up beside Lelouch.

For a moment, it was silent.

Then, "How was it for you?"

"Good," Lelouch answered quickly. "Great."

He could hear her giggle, but she didn't say anything. Lelouch began to panic. Had he completely blown it? Did she think he sucked? While he had lasted longer than C.C.'s predicted thirty seconds, he still hadn't lasted _that _long.

"You know, you make the cutest face when you come."

Lelouch's eyes widened. "What?"

Milly giggled again. "I don't know exactly how to describe it," she said, laying her head in the crook of his neck, "but it's truly adorable."

She yawned again—louder this time—and he could barely just make out her next words.

"I think I'd like to see it again some time."

The alcohol was finally beginning to make Lelouch drowsy. Or maybe it was his orgasm. Or maybe it was this long, long day. Either way, when he tried to think of something to say in reply, his mind felt pleasantly muddled.

When he heard the soft snores beside him, he broke into a smile. Words could wait. Words could _definitely _wait.

And so he drew the woman beside him into an embrace and fell into a deep slumber.

* * *

><p><strong>AN: <strong>Yeah, so this was written for the CG Kink Meme, and the prompt was "Lelouch as a prudish (frigid?) virgin, asking his partner to get him drunk(ish) so he can relax enough for sex." I don't think I made him much of a prude in this, but he was pretty frigid.

Also, the summary to this fic was pretty misleading, wasn't it? XD It wasn't all that simple for Lelouch, and C.C. didn't really help him. At all.

Oh, wellz. :p

Anyway, reviews are _lovely. _Mind leaving one?


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